Leaf Financial Corp. v. ACS Services, Inc.

Leaf Financial Corporation (Leaf) (plaintiff) entered a finance-lease contract with ACS Services, Inc. (ACS) (defendant) to purchase and lease ACS-selected software from N-Able, with the contract expressly designated as a finance lease under UCC Article 2A, containing an integration clause, a general warranty waiver, and a signed addendum specifically waiving ACS's right to raise the software's failure as a defense to payment - all conditioned on ACS's right to reject the software within seven days of installation. ACS did not reject the software within that window despite it later malfunctioning and proving unfixable, and it never made any lease payments; Leaf sued for breach and moved for summary judgment, while ACS argued Article 2A's warranties excused its payment obligation for the defective merchandise.